Robert Ruffolo
About Robert R. Ruffolo, Jr., Ph.D., FCPP
Independent Class II director of Elicio Therapeutics; age 74; on Former Elicio’s board since 2018 and Elicio’s board since June 2023; nominated for re‑election to serve until the 2028 annual meeting. He holds a B.S. in Pharmacy and a Ph.D. in Pharmacology from The Ohio State University, and brings extensive pharmaceutical R&D leadership and product discovery/development expertise from Wyeth, SmithKline Beecham, and Eli Lilly, and has led Ruffolo Consulting, LLC since 2008 . The board has affirmatively determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wyeth Pharmaceuticals Inc. (now Pfizer) | President of Research & Development; Corporate SVP | 2002–2008 | Led pharmaceutical R&D; senior management expertise in product discovery/development |
| Wyeth Pharmaceuticals | Executive Vice President, responsible for Pharmaceutical R&D | 2000–2002 | R&D leadership |
| SmithKline Beecham Pharmaceuticals plc (now GSK plc) | Senior VP; Director of Biological Sciences, Worldwide | 1984–2000 | Built global biological sciences capability |
| Eli Lilly and Company | Chairman, Cardiovascular Research Committee | 1978–1984 | Cardiovascular research leadership |
| Ruffolo Consulting, LLC | Managing Director | 2008–present | Advises large pharma/biotech on R&D strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Several private companies | Director | Current | Board service; specific companies not disclosed |
Board Governance
- Committee assignments: Member, Compensation Committee; chair is Carol Ashe. Not a member of the Audit or Nominating & Corporate Governance Committees .
- Independence: Board determined Dr. Ruffolo is independent under Nasdaq rules .
- Attendance: Board met 7 times in FY2024; each director attended at least 75% of Board and committee meetings on which they served .
- Board structure: Classified board; Ruffolo is Class II with term expiring at the 2025 meeting and nominated to serve through 2028; Board chaired by independent director Julian Adams; no disclosed Lead Independent Director .
Fixed Compensation
| 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 45,000 |
| Option Awards (grant date fair value) | 17,148 |
| Total | 62,148 |
| Cash Retainers (Program) | Amount ($) |
|---|---|
| Annual Board retainer | 40,000 |
| Compensation Committee member retainer | 5,000 |
- Director option program: Initial grant of 8,200 options at board appointment; annual grant of 4,100 options at each annual meeting; time‑based vesting (Initial: monthly over 3 years; Annual: vests by next annual meeting or 1‑year anniversary); exercise price equals fair market value on grant date; options vest in full upon Change in Control or death/disability .
Performance Compensation
- No performance‑based director compensation disclosed (no PSU/TSR/metrics for directors; director options vest time‑based) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dr. Ruffolo .
- Interlocks/related‑party exposure: Related‑party financings involve GKCC, LLC (director Y. Chudnovsky) and J. Venkatesan; no transactions disclosed involving Dr. Ruffolo .
Expertise & Qualifications
- Education: B.S. in Pharmacy; Ph.D. in Pharmacology (The Ohio State University) .
- Technical/industry expertise: Extensive pharmaceutical R&D leadership; product discovery and development management; prior leadership at Wyeth, SmithKline Beecham, Eli Lilly .
- Board qualifications: Considered qualified due to deep pharma industry, technical and management expertise in discovery and development .
Equity Ownership
| Beneficial Ownership (as of March 24, 2025) | Value |
|---|---|
| Shares beneficially owned | 17,618 (options exercisable within 60 days) |
| Percent of shares outstanding | Less than 1% |
| Shares outstanding (context) | 15,936,461 |
| Director Options Status (as of December 31, 2024) | Value |
|---|---|
| Options held | 25,278 |
| Vested options | 16,494 |
- Hedging/pledging: Insider trading policy prohibits short sales, margin purchases/pledging, derivatives/hedging, and publicly traded options; pre‑clearance required for directors .
Governance Assessment
-
Strengths:
- Independent director with deep pharma R&D/operator background aligned to Elicio’s oncology/immunology focus .
- Active on Compensation Committee; committee uses independent consultant (Aon) and follows charters and independence checks .
- Meeting attendance at or above 75%; Board/committee activity evidenced (7 Board meetings; Comp Committee met 5 times in FY2024) .
- Modest director pay structure with clear cash and equity elements; time‑based vesting limits windfalls and aligns tenure incentives .
-
Potential concerns:
- Classified board structure can entrench incumbents and slow investor‑driven change, though not specific to Ruffolo .
- Company‑level related‑party financings concentrated with a major shareholder/director (GKCC, LLC) and another director (Venkatesan); no direct involvement by Ruffolo disclosed, but concentration may influence governance dynamics .
-
Policies supporting investor alignment:
- Robust insider trading policy prohibiting hedging/pledging and requiring pre‑clearance for directors .
- Clawback policy adopted October 2023 (applies to covered officers; enhances controls over incentive compensation) .